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2023 (7) TMI 1495 - HC - Companies LawSeeking dissolution of the Company Remedy Finance Private Limited (in members voluntary liquidation) - HELD THAT - The Official Liquidator sent a letter dated 10.02.2021 to Income Tax Department regarding their no objection/objection, if any. The said department vide their letter bearing No.58 dated 05.03.2021, had requested the official liquidator to furnish the PAN of the Company and the same was informed to the Income Tax Department vide letter dated 12.03.2021. However despite reminders, no response was received. The Official Liquidator verified the e-filing portal of the Income Tax Department, w.r.t. the said company, which shows that w.r.t. Remedy Finance Private Limited No Pending Action Found as on 06.02.2021. The Official Liquidator is also satisfied that the necessary compliance of Section 497 and other relevant provisions of the Act have been made and the affairs of the said company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the said company may be dissolved. In view of the satisfaction accorded by the OL by way of the present petition, the Court is convinced that the relief sought for deserves to be granted. Accordingly, the Remedy Finance Private Ltd. is hereby wound up and shall be deemed to be dissolved with effect from the date of the filing of the present petition i.e. 26.05.2023. Petition disposed off.
Issues:
- Petition filed under section 497(6) of the Companies Act, 1956 seeking dissolution of a company in members voluntary liquidation. - Compliance with statutory provisions for voluntary winding up. - Verification of company's financial position and compliance with relevant provisions. - No objection from Registrar of Companies and Income Tax Department for dissolution. - Filing of necessary documents and satisfaction of Official Liquidator for dissolution. Analysis: 1. The petition was filed under section 497(6) of the Companies Act, 1956 by the Official Liquidator seeking the dissolution of a company in members voluntary liquidation. The company in question, "Remedy Finance Private Limited," was incorporated under the Companies Act, 1956. The authorized capital, paid-up capital, and details of shareholders were provided in the petition. 2. The petition outlined the process of voluntary winding up, including the appointment of a Voluntary Liquidator and the publication of resolutions and notices in compliance with the Companies Act, 1956. The various forms required for winding up, such as Form No. 149, 151, 152, and 155, were filed with the Registrar of Companies and published in newspapers and official gazettes as per legal requirements. 3. The petition also highlighted the financial aspects of the company, including the submission of audited balance sheets and the Liquidators' Accounts. The Voluntary Liquidator provided a bank statement showing surplus amounts paid to shareholders, with specific mention of a shareholder who could not be traced. 4. The Official Liquidator confirmed that the Registrar of Companies had no objection to the dissolution of the company. Additionally, communication with the Income Tax Department regarding no objection was detailed, with verification on the e-filing portal showing no pending action related to the company. 5. The Official Liquidator expressed satisfaction that all necessary compliance with Section 497 and other relevant provisions of the Act had been met. It was concluded that the affairs of the company had not been conducted in a prejudicial manner, and the company could be dissolved. The Court granted the relief sought, and the company, Remedy Finance Private Ltd., was ordered to be wound up and deemed dissolved as of the date of the petition filing. 6. The judgment directed the Official Liquidator to file a copy of the order with the Registrar of Companies within the statutory period. The petition was disposed of accordingly, affirming the dissolution of the company in members voluntary liquidation as per the provisions of the Companies Act, 1956.
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